Filed by the Registrant ☒ | | |
| Filed by a Party other than the Registrant ☐ |
☐ | | | Preliminary Proxy Statement |
☐ | | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | | | Definitive Proxy Statement |
☐ | | | Definitive Additional Materials |
☐ | | | Soliciting Material Pursuant to §240.14a-12 |
☒ | | | No fee required. | |||
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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☐ | | | Fee paid previously with preliminary materials. |
| | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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1. | To elect the |
2. | To consider and vote on a proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for |
3. | To consider and vote, on a non-binding advisory basis, on a resolution to approve the compensation of our named executive officers as described in the Proxy Statement; and |
4. | To transact such other business as may properly come before the Annual Meeting, including any |
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Name | | | Age | | | Trustee Since | | | Position |
Jeffrey S. Olson | | | 53 | | | 2014 | | | Trustee (Chairman) and Chief Executive Officer |
Amy B. Lane | | | 68 | | | 2015 | | | Trustee (Lead Trustee) |
Michael A. Gould | | | 78 | | | 2015 | | | Trustee |
Steven H. Grapstein | | | 63 | | | 2015 | | | Trustee |
Steven J. Guttman | | | 74 | | | 2015 | | | Trustee |
Kevin P. O'Shea | | | 55 | | | 2014 | | | Trustee |
Steven Roth | | | 79 | | | 2015 | | | Trustee |
Douglas W. Sesler | | | 59 | | | 2020 | | | Trustee |
Name | Age | Trustee Since | Position | |||
Jeffrey S. Olson | 50 | 2014 | Trustee (Chairman) and Chief Executive Officer | |||
Michael A. Gould | 75 | 2015 | Trustee (Lead Trustee) | |||
Steven H. Grapstein | 60 | 2015 | Trustee | |||
Steven J. Guttman | 71 | 2015 | Trustee | |||
Amy B. Lane | 65 | 2015 | Trustee | |||
Kevin P. O'Shea | 52 | 2014 | Trustee | |||
Steven Roth | 76 | 2015 | Trustee |
Jeffrey S. Olson Chairman and Chief Executive Officer Trustee Since: 2014 Age: 53 | | | Jeffrey S. Olson has served as our Chairman and Chief Executive Officer since December 29, 2014 and has served as a Trustee since December 19, 2014. Mr. Olson served as chief executive officer and a member of the board of directors of Equity One, Inc. (“Equity One”) from 2006 until September 1, 2014, at which time Mr. Olson joined Vornado Realty Trust (“Vornado”) in order to work on the separation of the Company from Vornado. From 2006-2008, Mr. Olson also served as the president of Equity One. Prior to joining Equity One, he served as president of the Eastern and Western Regions of Kimco Realty Corporation from 2002 to 2006. Mr. Olson Mr. Olson’s qualifications to serve on our Board include his role as our Chief Executive Officer, his experience as chief executive officer and a board member of Equity One and general expertise in real estate operations, as well as his knowledge of the REIT industry developed as an analyst covering many U.S. REITs. Mr. Olson currently serves as |
Amy B. Lane | |||
Lead Trustee Trustee Since: Age: 68 | | | Amy B. Lane has served as a Trustee since January 14, 2015. Ms. Lane was an investment banker for 26 years, primarily specializing in the retail and apparel industry during that time. From 1997 until her retirement in 2002, Ms. Lane served as a Managing Director and Group Leader of the Global Retailing Investment Banking Group at Merrill Lynch & Co., Inc. (“Merrill Lynch”). Before working at Merrill Lynch, Ms. Lane founded and led the retail industry investment banking unit at Salomon Brothers, Inc., having joined that firm in 1989. Ms. Lane began her investment banking career at Morgan Stanley & Co. in 1977. Ms. Lane is currently a director of The TJX Companies, Inc. and NextEra Energy, Inc, and served as Trustee of GNC Holdings, Inc. from 2011 until October 2020. Ms. Lane received an M.B.A. in Finance from The Wharton School and a B.S. from the University of Pennsylvania. Ms. Lane’s qualifications to serve on our Board include her extensive experience in the retail and apparel sectors, as well as her financial expertise from her many years in investment banking. |
Michael A. Gould Trustee Trustee Since: 2015 Age: 78 | | | Michael A. Gould has served as a Trustee since January 14, 2015. Mr. Gould served as Chairman and CEO of Bloomingdale’s, a division of Macy’s Inc., a major retailer operating department stores and specialty stores, from 1991 to 2014. Prior to joining Bloomingdale’s, Mr. Gould was the President and Chief Operating Officer of Giorgio Beverly Hills beginning in 1986 and became its President and Chief Executive Officer in 1987. Mr. Gould also worked at J.W. Robinson’s Department Stores in Los Angeles from 1978 to 1986, serving as its Chairman and Chief Executive Officer from 1981 to 1986. Since November 2015, Mr. Gould has served on the Board of Directors of David Yurman, a leading fine jewelry and luxury timepiece retailer with over 360 locations worldwide. Since November 2017, Mr. Gould has served as a member of the Advisory Board of C.J. Segerstrom & Sons, owner of, among other properties, the South Coast Plaza Mall in Costa Mesa, CA. Mr. Gould received Mr. Gould’s qualifications to serve on our Board include his extensive knowledge of, and experience in, the retail sector and management experience at multiple companies. |
Steven H. Grapstein Trustee | ||
Trustee Since: 2015 Age: 63 | ||
| Steven H. Grapstein has served as a Trustee since January 14, 2015. Mr. Grapstein has been Chief Executive Officer of Como Holdings USA, Inc., an international investment group, since January 1997. From September 1985 to January 1997, Mr. Grapstein was a Vice President of Como Holdings USA, Inc. Since November 2015, Mr. Grapstein has served on the Board of Directors of David Yurman, a leading fine jewelry and luxury timepiece retailer with over 360 locations worldwide. Since November 2003, Mr. Grapstein has served on the Board of Directors of Mulberry Plc, a UK listed company that wholesales and retails luxury leather goods in over 30 countries. Mr. Grapstein also held the position of Chairman of Presidio International dba A/X Armani Exchange, a fashion retail company from 1999 to June 2014. Mr. Grapstein served as Chairman of Tesoro Corporation (NYSE: TSO) from 2010 through 2014 and served on its board from 1992 through May 2015. Mr. Grapstein Mr. Grapstein’s qualifications to serve on our Board include his broad experience in the real estate and retail sectors across a variety of companies, as well as the knowledge of board responsibilities and mechanics he brings from his experience as a former Chairman of a Fortune 100 public company and service on multiple board committees. |
Steven J. Guttman | |
Trustee | |
Trustee Since: 2015 Age: 74 | |
| Steven J. Guttman has served as a Trustee since January 14, 2015. Mr. Guttman is a real estate industry veteran with over 40 years of experience. In January of 2013, Mr. Guttman founded UOVO Fine Art Storage, which is developing next generation, high-tech facilities for fine art storage, and currently serves as UOVO’s Chairman. Prior to founding UOVO, Mr. Guttman had a 30-year career with Mr. Guttman’s qualifications to serve on our Board include his extensive career at a large, successful retail REIT (culminating with his service as Chief Executive Officer and Chairman of the Board), and his experience in the REIT industry generally, including his participation in NAREIT. |
Kevin P. O'Shea Trustee Trustee Since: 2014 Age: 55 | | | Kevin P. O’Shea has served as a Trustee since December 29, 2014. Mr. O’Shea has been the Chief Financial Officer of AvalonBay Communities, Inc., a multifamily real estate investment trust, since May Mr. O’Shea’s qualifications to serve on our Board include his education and experience in business and legal roles, his extensive experience in the REIT sector and his financial expertise stemming from his experience as the Chief Financial Officer of a major REIT, and his experience in the real estate investment banking sector. |
Steven Roth | ||
Trustee | ||
Trustee Since: Age: 79 | ||
| Steven Roth has served as a Trustee since January 14, 2015. Mr. Roth has been the Chairman of the Board of Trustees of Vornado, a real estate investment trust, since May 1989 and Chairman of the Executive Committee of the Board of Trustees of Vornado since April 1980. From May 1989 until May 2009, Mr. Roth served as Vornado’s Chief Executive Officer, and has been serving as Chief Executive Officer again from April 15, 2013 until the present. Since 1968, he has been a general partner of Interstate Properties and he currently serves as its Managing General Partner. He is the Chairman of the Board and Chief Executive Officer of Alexander’s, Inc. and the Chairman of the Board of JBG Smith Properties. Mr. Roth’s qualifications to serve on our Board include his experience in leadership and board responsibilities for a major REIT (as well as with other significant real estate companies), his deep understanding of the class of assets held by the Company and his many years of experience in the real estate field generally. |
Douglas W. Sesler Trustee | |||
Trustee Since: Age: 59 | | | Douglas W. Sesler has served as a Trustee since March 20, 2020. Most recently, Mr. Sesler served as the Head of Real Estate for Macy's, Inc., a position he held from April 2016 to April 2021. From 2011 to 2016, Mr. Sesler was president of True Square Capital LLC, a real estate investment and advisory firm. From 2005 to 2011, he was employed at Bank of America Merrill Lynch International Ltd. in roles that included global head of principal real estate investments and global co-head of real estate investment banking. From 1989 to 2005, Mr. Sesler served in a variety of roles at Citigroup and its predecessors, including as managing director of the global real estate investment banking group and managing director of the Travelers Realty Investment Company. He began his career in real estate roles at Chemical Bank. Mr. Sesler served on the board of directors of Gazit Globe Ltd., an international owner, developer and operator of shopping centers from January 2012 to November 2020. Mr. Sesler received a B.A. in Government from Cornell University. Mr. Sesler's qualifications to serve on our Board include his extensive experience in the real estate sector, including in an executive position with one of the largest U.S. department store companies, as well as his experience in the real estate investment banking sector. |
THE BOARD OF TRUSTEES RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES. |
Trustee | | | ||||||||
Audit Committee | | Compensation Committee | | | Corporate Governance and Nomination Committee | |||||
Michael A. | | | | • | | | • | |||
Steven H. Grapstein | | • | | | | | Chair | |||
Douglas Sesler | | • | | | | • | ||||
Amy B. | | | Chair | | | • | ||||
Kevin P. | | Chair | | | • | | | |||
* | Lead Trustee |
† | Audit Committee Financial Expert |
BOARD AND LEADERSHIP PRACTICES | |||
✔ | | | Majority of trustees are independent (7 out of 8 current trustees) |
✔ | | | Board leadership structure where the Lead Independent Trustee has well-defined responsibilities separate from the Chairman of the Board |
✔ | | | All Board committees are composed of independent trustees |
✔ | | | Independent trustees conduct regular executive sessions |
✔ | | | Trustees maintain open communication and strong working relationships among themselves and regular access to management |
✔ | | | Trustees conduct robust annual Board and committee self-assessment process |
✔ | | | Trustees and executives adhere to minimum share ownership guidelines |
✔ | | | Executives are prohibited from pledging, hedging or engaging in short sales involving our securities |
✔ | | | Executives are subject to a clawback policy |
SHAREHOLDER RIGHTS | |||
✔ | | | Majority voting for the election of Trustees where Trustees are elected by a majority of the votes cast |
✔ | | | Unqualified shareholder right to amend bylaws |
✔ | | | All Trustees elected annually (declassified Board) |
✔ | | | Annual say-on-pay voting |
✔ | | | Shareholder engagement efforts |
(1) | each receives an annual cash retainer equal to |
(2) | each receives an annual grant of restricted Common Shares or deferred share units (“DSUs”) or restricted LTIP |
(3) | the Lead Trustee receives an additional annual cash retainer of $40,000; |
(4) | the Chairman of the Audit Committee receives an additional annual cash retainer of $25,000; |
(5) | the Chairman of the Compensation Committee receives an additional annual cash retainer of $20,000; |
(6) | the Chairman of the Corporate Governance and Nominating Committee receives an additional annual cash retainer of $15,000; and |
(7) | members of the Audit, Compensation and Corporate Governance and Nominating Committees receive additional annual cash retainers of $12,500, $10,000 and $7,500, respectively. |
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | |||
Michael A. Gould | $115,000 | $100,000 | $215,000 | |||
Steven H. Grapstein | $90,000 | $100,000 | $190,000 | |||
Steven J. Guttman | $72,500 | $100,000 | $172,500 | |||
Amy B. Lane | $95,000 | $100,000 | $195,000 | |||
Kevin P. O'Shea | $95,000 | $100,000 | $195,000 | |||
Steven Roth | $62,500 | $100,000 | $162,500 |
Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(1)(2) | | | Total ($) |
Michael A. Gould | | | $108,069 | | | $99,998 | | | $208,067 |
Steven H. Grapstein | | | $102,500 | | | $99,995 | | | $202,495 |
Steven J. Guttman | | | $85,000 | | | $99,995 | | | $184,995 |
Amy B. Lane | | | $131,835 | | | $99,995 | | | $231,830 |
Kevin P. O'Shea | | | $127,153 | | | $99,995 | | | $227,148 |
Steven Roth | | | $75,000 | | | $99,995 | | | $174,995 |
Douglas Sesler | | | $45,833 | | | $199,992 | | | $245,825 |
(1) | The amounts disclosed in the “Stock Awards” column represent the aggregate grant date fair value of restricted Common Shares, LTIP Units or DSUs granted at each Trustee's election during 2020 as determined pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation (FASB ASC Topic 718). Mr. Gould elected to receive DSUs and Messrs. Grapstein, Guttman, O’Shea, Sesler, and Roth and Ms. Lane elected to receive LTIP Units. In addition, Mr. Sesler received an additional grant of 12,771 LTIP Units in connection with joining the Board. The grant date fair value of the DSUs and LTIP Units was estimated using the following assumptions: an expected holding period of five years, an expected volatility of 46.0% and a risk-free interest rate of 0.15%. |
(2) | As of December 31, 2020, each individual who served as a non-employee Trustee during 2020 had outstanding the following number of unvested Common Shares, LTIP Units and DSUs: |
Name | | | Shares/ LTIP Units/DSUs |
Michael A. Gould | | 12,121 | |
Steven H. Grapstein | | 12,391 | |
Steven J. Guttman | | 12,391 | |
Amy B. Lane | | 12,391 | |
Kevin P. O'Shea | | 12,391 | |
Steven Roth | | 12,391 | |
Douglas Sesler | | | 25,162 |
Name | | | Age | | | Position |
Jeffrey S. Olson | | 53 | | | Chairman and Chief Executive Officer | |
Christopher J. Weilminster | | 55 | | | Executive Vice President and Chief Operating Officer | |
Mark J. Langer | | 54 | | | Executive Vice President and Chief Financial Officer | |
Herbert Eilberg | | 44 | | | Chief Investment Officer | |
Danielle De Vita | | | 50 | | | Executive Vice President, |
Jennifer Holmes | | 40 | | | Chief Accounting Officer | |
Robert C. Milton III | | 49 | | | Executive Vice President, General Counsel and Secretary |
| | Common Shares | | | Common Shares and Units | |||||||
Name** | | | Number of Shares Beneficially Owned(1) | | | Percent of Common Shares(2) | | | Number of Shares and Units Beneficially Owned(1) | | | Percent of Common Shares and Units(2) |
5% Holders | | | | | | | | | ||||
The Vanguard Group(3) | | | 15,880,042 | | | 13.6% | | | 15,880,042 | | | 12.8% |
BlackRock, Inc.(4) | | | 15,302,359 | | | 13.1% | | | 15,302,359 | | | 12.4% |
Resolution Capital Limited(5) | | | 10,844,617 | | | 9.3% | | | 10,844,617 | | | 8.8% |
Massachusetts Financial Services Company(6) | | | 7,661,801 | | | 6.6% | | | 7,661,801 | | | 6.2% |
Directors, Nominees for Director and Named Executive Officers | | | | | | | | | ||||
Jeffrey S. Olson, Chairman and Chief Executive Officer(7) | | | 2,500,271 | | | 2.1% | | | 3,129,813 | | | 2.5% |
Michael A. Gould, Trustee(8) | | | 8,595 | | | * | | | 43,040 | | | * |
Steven H. Grapstein, Trustee(9) | | | 8,595 | | | * | | | 43,310 | | | * |
Steven J. Guttman, Trustee(10) | | | 13,147 | | | * | | | 43,310 | | | * |
Amy B. Lane, Trustee(11) | | | 8,595 | | | * | | | 43,310 | | | * |
Kevin P. O'Shea, Trustee(12) | | | 10,415 | | | * | | | 32,739 | | | * |
Steven Roth, Trustee(13) | | | 3,765,568 | | | 3.2% | | | 3,800,283 | | | 3.1% |
Douglas W. Sesler(14) | | | — | | | * | | | 25,162 | | | * |
Christopher J. Weilminster, Executive Vice President and Chief Operating Officer(15) | | | 2,000 | | | * | | | 268,937 | | | * |
Mark J. Langer, Executive Vice President and Chief Financial Officer(16) | | | 344,432 | | | * | | | 474,959 | | | * |
Herbert Eilberg, Chief Investment Officer(17) | | | 32,721 | | | * | | | 72,028 | | | * |
Robert Milton, Executive Vice President, General Counsel & Secretary(17) | | | 9,773 | | | | | 52,212 | | | ||
All Directors and Executive Officers as a Group (14 Persons)(18) | | | 6,750,277 | | | 5.6% | | | 8,107,845 | | | 6.4% |
Name of Beneficial Owner | Number of Common Shares and Units(1)(2) | Percent of All Shares(1)(2)(3) | Percent of All Shares and Units(1)(2)(4) | |||
The Vanguard Group, Inc.(5) | 17,382,025 | 15.26% | 13.75% | |||
Blackrock, Inc.(6) | 13,842,208 | 12.15% | 10.95% | |||
T.Rowe Price Associates, Inc.(7) | 10,358,709 | 9.09% | 8.20% | |||
FMR LLC (8) | 9,289,943 | 8.15% | 7.35% | |||
Cohen & Steers, Inc./ Cohen & Steers Capital Management, Inc. (9) | 8,935,385 | 7.84% | 7.07% | |||
Vanguard Specialized Funds (10) | 7,659,766 | 6.72% | 6.06% | |||
T. Rowe Price Real Estate Fund, Inc. (11) | 5,711,850 | 5.01% | 4.52% | |||
Steven Roth, Trustee (12)(13) | 4,120,426 | 3.62% | 3.26% | |||
Michael A. Gould, Trustee (12) | 16,822 | * | * | |||
Steven H. Grapstein, Trustee (12) | 16,822 | * | * | |||
Steven J. Guttman, Trustee (12) | 16,822 | * | * | |||
Amy B. Lane, Trustee (12) | 16,822 | * | * | |||
Kevin P. O'Shea, Trustee (12) | 16,822 | * | * | |||
Jeffrey S. Olson, Chairman and Chief Executive Officer (12) | 857,915 | * | * | |||
Robert Minutoli, Executive Vice President and Chief Operating Officer (12) | 183,625 | * | * | |||
Mark J. Langer, Executive Vice President and Chief Financial Officer (12) | 175,079 | * | * | |||
Michael Zucker, Executive Vice President - Leasing (12) | 47,283 | * | * | |||
Herbert Eilberg, Executive Vice President and Chief Investment Officer (12) | 43,914 | * | * | |||
All Trustees and Executive Officers as a Group | 5,512,352 | 4.84% | 4.36% |
* | Represents beneficial ownership of less than 1% of outstanding Common Shares. |
“Number of Shares Beneficially Owned” includes Common Shares that may be acquired upon the exercise of options exercisable on or within 60 days after March 9, 2021. The |
(2) | The total number of Common Shares outstanding used in calculating the percentage of Common Shares held by each |
(3) | Based on information provided on a Schedule 13G/A filed with the SEC on February 8, 2021, as of December 31, 2020, by The Vanguard Group (“Vanguard”). Vanguard reported sole dispositive power with respect to 15,416,753 Common Shares, shared dispositive power with respect to 463,289 Common Shares, sole voting power with respect to 0 Common Shares and shared voting power with respect to 373,317 Common Shares. The business address of Vanguard is |
(4) | Based on information provided on a Schedule 13G/A filed with the SEC on January 26, 2021, as of December 31, 2020, by BlackRock, Inc. BlackRock, Inc. reported sole dispositive power with respect to 15,302,359 Common Shares and sole voting power with respect to 15,037,485 Common Shares. The business address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10022. |
(5) | Based on information provided on a Schedule 13G filed with the SEC on February 16, 2021, as of December 31, 2020, by Resolution Capital Limited. Resolution Capital Limited reported sole dispositive power with respect to 10,844,617 Common Shares and sole voting power with respect to 10,844,617 Common Shares. The business address for Resolution Capital Limited is Level 38, 264 George Street, Sydney, Australia 2000. |
(6) | Based on information provided on a Schedule 13G filed with the SEC on February 11, 2021, as of December 31, 2020, by Massachusetts Financial Services Company. Massachusetts Financial Services Company reported sole dispositive power with respect to 7,661,801 Common Shares and sole voting power with respect to 7,429,604 Common Shares. The business address for Massachusetts Financial Services Company is 111 Huntington Avenue, Boston, MA 02199. |
(7) | Includes (i) 121,415,068 Common Shares subject to options exercisable within 60 days of March 9, 2021, and (ii) only under “Number of Shares and Units Beneficially Owned” column, 5,832,964 LTIP Units. |
(8) | Includes only under “Number of Shares and Units Beneficially Owned” column, 12,164 LTIP Units and 22,281 DSUs. |
(9) | Includes only under “Number of Shares and Units Beneficially Owned” column, 34,715 LTIP Units. |
(10) | Includes only under “Number of Shares and Units Beneficially Owned” column, 30,163 LTIP Units. |
(11) | Includes only under “Number of Shares and Units Beneficially Owned” column, 30,163 LTIP Units and 4,552 DSUs. |
(12) | Includes only under “Number of Shares and Units Beneficially Owned” column, 17,772 LTIP Units and 3,642 DSUs. |
(13) | Includes, only under “Number of Shares and Units Beneficially Owned” column, 34,715 LTIP Units. Mr. Roth’s total beneficial ownership amount includes 2,802,526 Common Shares held by Interstate Properties (a New Jersey general partnership of which Mr. Roth is the managing general partner), 18,649 Common Shares held by Mr. Roth’s spouse and 38,067 Common Shares held in trust for Mr. Roth's children. Mr. Roth does not deem the holding of these Common Shares as an admission of beneficial ownership. |
(14) | Includes, only under “Number of Shares and Units Beneficially Owned” column, 54,733 LTIP Units. |
(15) | Includes, only under “Number of Shares and Units Beneficially Owned” column, 66,367 LTIP Units. |
(16) | Includes, only under “Number of Shares and Units Beneficially Owned” column, 86,230 LTIP Units. |
(17) | Includes, only under “Number of Shares and Units Beneficially Owned” column, 14,197 LTIP Units. |
(18) | Includes an aggregate of 121,415,068 Common Shares. Also includes, only under the “Number of Shares and Units Beneficially Owned” column, 4,358,465 Common Units, and 1,474,499 LTIP Units. See also Notes (7) - (17) above. Excludes unearned performance-based LTIP Units. |
THE BOARD OF TRUSTEES RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |
| | 2020 | | | 2019 | |
Audit fees(1) | | | $942,000 | | | $960,000 |
Audit-related fees(2) | | | 357,000 | | | 415,000 |
Tax fees(3) | | | 230,000 | | | 274,000 |
Total Fees | | | $1,529,000 | | | $1,649,000 |
2017 | 2016 | ||||||
Audit fees(1) | $ | 895,000 | $ | 862,000 | |||
Audit-related fees(2) | 898,000 | 311,000 | |||||
Tax fees(3) | 358,000 | 265,000 | |||||
Total Fees | $ | 2,151,000 | $ | 1,438,000 |
(1) | Represents the aggregate fees billed by Deloitte for the years ended December 31, |
(2) | Represents the aggregate fees billed by Deloitte for the years ended December 31, |
(3) | Represents the aggregate fees billed by Deloitte for the years ended December 31, 2020 and 2019, respectively, for professional services rendered for tax compliance, tax advice and tax planning. Tax fees generally include fees for |
| | Kevin P. O’Shea (Chair) | |
| | Steven H. Grapstein | |
| | Douglas W. Sesler |
• | Donald T. Briggs – Former President of Development; Mr. Briggs’ employment with Company ended effective May 8th, 2020 |
Name | Target 2017 STI Opportunity (as a % of Salary) | Actual 2017 STI Award (as % of Salary) | Actual 2017 STI Award ($)(1) | |||
Mr. Olson | 100% | 160% | $1,601,268 | |||
Mr. Langer | 100% | 153% | $803,502 | |||
Mr. Minutoli | 100% | 137% | $684,384 | |||
Mr. Zucker | 100% | 127% | $537,649 | |||
Mr. Eilberg | 115% | 138% | $483,908 |
Executive | | | Base Salary | | | Target Bonus | | | Long-Term Equity Incentive Grant |
Jeffrey S. Olson (Chairman and Chief Executive Officer) | | | $1,050,000 | | | 110% of base salary | | | $3,700,000 |
| | | | | | ||||
Christopher J. Weilminster (Executive Vice President and Chief Operating Officer) | | | $600,000 (increased from $500,000 on May 20, 2020) | | | 100% of base salary | | | $1,500,000 |
| | | | | | ||||
Mark J. Langer (Executive Vice President and Chief Financial Officer) | | | $603,750 | | | 100% of base salary | | | $914,944 |
| | | | | | ||||
Herbert Eilberg (Chief Investment Officer) | | | $367,500 | | | 115% of base salary | | | $400,000 |
| | | | | | ||||
Robert C. Milton III (Executive Vice President and General Counsel) | | | $393,750 | | | 100% of base salary | | | $213,912 |
Executive | Base Salary | Bonus | Annual Equity Grants | |||||
Jeffrey S. Olson (Chairman and Chief Executive Officer) | $ | 1,000,000 | Annual target bonus of no less than 100% of base salary payable 50% in cash and 50% in equity awards that vest ratably over four years. | Annual grants of stock options with a grant date Black Scholes value equal to $500,000 and vesting ratably over four years, subject to continued employment through each vesting date. | ||||
Mark J. Langer (Executive Vice President and Chief Financial Officer) | $525,000 | Annual target bonus of no less than 100% of base salary payable 50% in cash and 50% in equity awards that vest ratably over three years. | Annual grants of stock options with a grant date Black Scholes value equal to $200,000 and vesting ratably over three years, subject to continued employment through each vesting date. | |||||
Robert Minutoli (Executive Vice President and Chief Operating Officer) | $500,000* | Annual target bonus of no less than 100% of base salary payable 100% in cash. | Annual target grants of a number of LTIP Units equal to $350,000 divided by the FMV of one Common Share on grant date and vesting ratably over three years, subject to continued employment through each vesting date. | |||||
Michael Zucker (Executive Vice President - Leasing) | $425,000 | No employment agreement or offer letter | ||||||
Herbert Eilberg (Chief Investment Officer) | $350,000 | N/A | N/A |
• | Market capitalization no less than approximately one half (1∕2) and no more than approximately two and a half (21∕2) times the market capitalization of the Company. |
Company | | | Implied Equity Market Cap ($)(1) | | | Total Enterprise Value ($)(1) | | | Headquarters | | | REIT Sector |
Acadia Realty Trust | | | 1,268 | | | 3,659 | | | Rye, NY | | | Shopping Centers |
Brixmor Property Group Inc. | | | 4,907 | | | 9,819 | | | New York, NY | | | Shopping Centers |
Empire State Realty Trust, Inc. | | | 2,674 | | | 4,324 | | | New York, NY | | | Office |
Kite Realty Group Trust | | | 1,293 | | | 2,397 | | | Indianapolis, IN | | | Shopping Centers |
Lexington Realty Trust | | | 2,976 | | | 4,383 | | | New York, NY | | | Diversified |
Mack-Cali Realty Corporation | | | 1,250 | | | 4,245 | | | Jersey City, NJ | | | Diversified |
Paramount Group, Inc. | | | 2,166 | | | 6,165 | | | New York, NY | | | Office |
Retail Opportunity Investments Corp. | | | 1,703 | | | 3,091 | | | San Diego, CA | | | Shopping Centers |
Retail Properties of America, Inc. | | | 1,827 | | | 3,634 | | | Oak Brook, IL | | | Shopping Centers |
Seritage Growth Properties | | | 821 | | | 2,400 | | | New York, NY | | | Free Standing |
SITE Centers Corp. | | | 1,958 | | | 4,046 | | | Beachwood, OH | | | Shopping Centers |
Spirit Realty Capital, Inc. | | | 4,612 | | | 7,180 | | | Dallas, TX | | | Free Standing |
Tanger Factory Outlet Centers, Inc. | | | 981 | | | 2,620 | | | Greensboro, NC | | | Shopping Centers |
Weingarten Realty Investors | | | 2,790 | | | 4,695 | | | Houston, TX | | | Shopping Center |
Urban Edge Properties | | | 1,575 | | | 2,845 | | | New York, NY | | | Shopping Centers |
Company | Implied Equity Market Cap ($)(1) | Total Enterprise Value ($)(1) | Headquarters | REIT Sector | ||||
Acadia Realty Trust | 2,419.6 | 4,561.9 | Rye, NY | Shopping Centers | ||||
Empire State Realty Trust, Inc. | 6,159.0 | 7,312.1 | New York, NY | Office | ||||
Kite Realty Group Trust | 1,677.4 | 3,359.8 | Indianapolis, IN | Shopping Centers | ||||
Lexington Realty Trust | 2,357.3 | 4,419.5 | New York, NY | Diversified | ||||
Mack-Cali Realty Corp. | 2,163.6 | 4,933.0 | Jersey City, NJ | Specialty | ||||
Paramount Group, Inc. | 4,201.1 | 8,005.4 | New York, NY | Office | ||||
Pennsylvania Real Estate Investment Trust | 929.8 | 2,955.4 | Philadelphia, PA | Regional Malls | ||||
Retail Opportunity Investments Corp. | 2,473.7 | 3,829.4 | San Diego, CA | Shopping Centers | ||||
Retail Properties of America, Inc. | 3,050.6 | 4,881.2 | Oak Brook, IL | Shopping Centers | ||||
Seritage Growth Properties | 2,315.1 | 3,495.6 | New York, NY | Regional Malls | ||||
Spirit Realty Capital, Inc. | 39,911.6 | 7,762.8 | Dallas, TX | Free Standing | ||||
Tanger Factory Outlet Centers, Inc. | 2,639.2 | 4,404.4 | Greensboro, NC | Shopping Centers | ||||
Washington Prime Group Inc. | 157.5 | 4,720.5 | Columbus, OH | Shopping Centers | ||||
Weingarten Realty Investors | 4,268.5 | 6,620.6 | Houston, TX | Regional Malls | ||||
Urban Edge Properties | 3,225.7 | 4,253.7 | New York, NY | Shopping Centers |
(1) | As of December 31, 2020 (in $ millions). |
Name | 2017 Annual Base Salary | 2016 Annual Base Salary | | 2020 Annual Base Salary | | 2019 Annual Base Salary | ||||
Mr. Olson | $1,000,000 | $1,000,000 | | $1,050,000 | | $1,000,000 | ||||
Mr. Weilminster | | 600,000 | | 500,000 | ||||||
Mr. Langer | $525,000 | $525,000 | | 603,750 | | 575,000 | ||||
Mr. Minutoli | $500,000 | $500,000 | ||||||||
Mr. Zucker | $425,000 | $325,000 | ||||||||
Mr. Eilberg | $350,000 | $350,000 | | 367,500 | | 350,000 | ||||
Mr. Milton | | 393,750 | | 375,000 |
Performance Measures – Messrs. Olson, Weilminster, Eilberg & Milton | | | Weighting | | | Performance Range |
FFO as Adjusted (per share) | | | 20% | | | $1.15 - $1.27 |
Same Property NOI Growth | | | 15% | | | 1% - 4% |
Development/Redevelopment: Pipeline to Active (in $ millions)(1) | | | 15% | | | $50 - $100 |
Backfill Anchor Boxes | | | 15% | | | 3 - 7 |
Acquisitions (in $ millions) | | | 15% | | | $100 - $200 |
Compensation Committee’s Evaluation | | | 20% | | | 1 - 5 |
| | 100% | | |
Performance Measures - Mr. Langer | | | Weighting | | | Performance Range |
FFO as Adjusted (per share) | | | 20% | | | $1.15 - $1.27 |
Same Property NOI Growth | | | 12.5% | | | 1% - 4% |
Development/Redevelopment: Pipeline to Active (in $ millions)(1) | | | 12.5% | | | $50 - $100 |
Backfill Anchor Boxes | | | 12.5% | | | 3 - 7 |
Acquisitions (in $ millions) | | | 12.5% | | | $100 - $200 |
Accuracy, Quality and Timing of Reporting and Budgeting | | | 15% | | | 1 - 5 |
CEO & Compensation Committee’s Evaluation | | | 15% | | | 1 - 5 |
| | 100% | | |
(1) | Determined by reference to amount of estimated gross cost that is moved from development pipeline to active status. |
Executive | | | Threshold | | | Target | | | Maximum |
Mr. Olson | | | 55% | | | 110% | | | 220% |
Mr. Weilminster | | | 50% | | | 100% | | | 175% |
Mr. Langer | | | 50% | | | 100% | | | 175% |
Mr. Eilberg | | | 50% | | | 115% | | | 150% |
Mr. Milton | | | 50% | | | 100% | | | 150% |
Executive | Threshold | Target | Maximum | |||
Mr. Olson | 50% | 100% | 200% | |||
Mr. Langer | 50% | 100% | 175% | |||
Mr. Minutoli | 50% | 100% | 175% | |||
Mr. Zucker | 50% | 100% | 150% | |||
Mr. Eilberg | 50% | 115% | 150% |
Name | | | Original Target STI Award as % of Base Salary | | | Actual STI Award as % of Base Salary | | | Actual 2020 STI Cash Award($)(1) |
Mr. Olson | | | 110% | | | 88% | | | 924,000 |
Mr. Weilminster | | | 100% | | | 80% | | | 480,000 |
Mr. Langer | | | 100% | | | 80% | | | 483,000 |
Mr. Eilberg | | | 115% | | | 82% | | | 300,000 |
Mr. Milton | | | 100% | | | 80% | | | 315,000 |
(1) | The cash awards were paid in March 2021 and are reflected in the Bonus column for 2020 of the Summary Compensation Table below. |
Name | Total STI Award (as % of Base Salary) | Actual 2017 STI Cash Award | Actual 2017 STI Equity Award(1) | |||
Mr. Olson | 160% | $800,634 | $800,615 | |||
Mr. Langer | 153% | $401,751 | $401,747 | |||
Mr. Minutoli | 137% | $684,384 | - | |||
Mr. Zucker | 127% | $268,825 | $268,812 | |||
Mr. Eilberg | 138% | $241,951 | $241,935 |
Name | | | Threshold Units(1) | | | Target Units | | | Maximum Potential Units(2) | | | Grant Date Value ($)(3) |
Mr. Olson | | | 64,382 | | | 160,954 | | | 265,574 | | | 2,466,667 |
Mr. Weilminster | | | 26,100 | | | 65,251 | | | 107,664 | | | 1,000,000 |
Mr. Langer | | | 15,920 | | | 39,800 | | | 65,670 | | | 609,963 |
Mr. Eilberg | | | 6,960 | | | 17,399 | | | 28,708 | | | 266,667 |
Mr. Milton | | | 3,504 | | | 8,760 | | | 14,454 | | | 134,275 |
(1) | Represents the number of units earned if the minimum threshold for the performance-based 2020 LTI Awards is met (40% of the Target Units). |
(2) | Represents the maximum number of units earned if the maximum performance thresholds are met (165% of the Target Units). |
(3) | Represents the grant date fair value computed in accordance with FASB ASC 718. |
Performance Level | | | Absolute TSR | | | % of Target Units Earned |
Threshold | | | 18% | | | 40% |
Target | | | 27% | | | 100% |
Maximum | | | 36% or higher | | | 165% |
Performance Level | | | Relative TSR | | | % of Target Units Earned |
Threshold | | | 35th Percentile | | | 40% |
Target | | | 55th Percentile | | | 100% |
Maximum | | | 75th Percentile or higher | | | 165% |
Name | | | Time-Based Vesting LTIP Units | | | Grant Date Value($)(1) |
Mr. Olson | | | 70,799 | | | 1,233,319 |
Mr. Weilminster | | | 28,951 | | | 499,984 |
Mr. Langer | | | 17,659 | | | 304,971 |
Mr. Eilberg | | | 7,720 | | | 133,324 |
Mr. Milton | | | 3,887 | | | 67,128 |
(1) | Represents the grant date fair value computed in accordance with FASB ASC 718. |
Name | | | Threshold Units | | | Target Units | | | Maximum Potential Units | | | Total Units Earned |
Mr. Olson | | | 25,517 | | | 63,793 | | | 105,258 | | | — |
Mr. Langer | | | 11,741 | | | 29,353 | | | 48,432 | | | — |
Mr. Eilberg | | | 3,355 | | | 8,386 | | | 13,838 | | | — |
Mr. Milton | | | 3,355 | | | 8,386 | | | 13,838 | | | — |
Executive | Threshold Units(1) | Target Units | Maximum Potential Units(2) | Grant Date Value(3) | ||||
Mr. Olson | 15,272 | 45,816 | 76,361 | $1,027,624 | ||||
Mr. Langer | 10,690 | 32,071 | 53,452 | $719,330 | ||||
Mr. Minutoli | 12,217 | 36,652 | 61,088 | $822,092 | ||||
Mr. Zucker | 6,108 | 18,326 | 30,544 | $411,046 | ||||
Mr. Eilberg | 3,054 | 9,163 | 15,272 | $205,523 |
Name | | | Threshold Units(1) | | | Target Units | | | Maximum Potential Units(2) | | | Grant Date Value ($)(3) |
Mr. Olson | | | 35,770 | | | 89,424 | | | 147,550 | | | 1,306,077 |
Mr. Weilminster | | | 27,387 | | | 68,467 | | | 112,970 | | | 999,785 |
Mr. Langer | | | 12,258 | | | 30,644 | | | 50,563 | | | 447,583 |
Mr. Eilberg | | | 3,502 | | | 8,755 | | | 14,446 | | | 127,881 |
Mr. Milton | | | 3,502 | | | 8,755 | | | 14,446 | | | 127,881 |
Absolute TSR Component (25% of the Award) | % of Maximum Award Earned | |
21.0% | 20.0% | |
39.0% | 60.0% | |
50.0% | 100.0% |
(1) | ||
(2) | Represents the maximum number of units earned if the maximum performance thresholds are met (165% of the Target Units). |
(3) | Represents the grant date fair value computed in accordance with FASB ASC 718. |
Executive | Threshold Units(1) | Target Units(2) | Maximum Potential Units(3) | Grant Date Value(4) | ||||
Mr. Olson | 25,517 | 63,793 | 105,258 | $1,167,292 | ||||
Mr. Langer | 11,741 | 29,353 | 48,432 | $537,100 | ||||
Mr. Minutoli | 16,773 | 41,932 | 69,188 | $767,286 | ||||
Mr. Zucker | 6,709 | 16,773 | 27,675 | $306,914 | ||||
Mr. Eilberg | 3,355 | 8,386 | 13,838 | $153,457 |
Absolute TSR Component (25% of the Award) | % of Target Units Earned | |
18% | 40% | |
27% | 100% | |
36% | 165% |
Performance Level | | | Absolute TSR | | | % of Target Units Earned |
Threshold | | | 18% | | | 40% |
Target | | | 27% | | | 100% |
Maximum | | | 36% or higher | | | 165% |
Performance Level | | | Relative TSR | | | % of Target Units Earned |
Threshold | | | 35th Percentile | | | 40% |
Target | | | 55th Percentile | | | 100% |
Maximum | | | 75th Percentile or higher | | | 165% |
Name | Time-Based Vesting LTIP Units | Grant Date Value | ||
Mr. Olson | 13,485 | $291,823 | ||
Mr. Langer | 6,182 | $134,275 | ||
Mr. Minutoli (1) | — | — | ||
Mr. Zucker | 3,546 | $76,729 | ||
Mr. Eilberg | 1,733 | $38,364 |
Title | | | Multiple |
Chairman and CEO | | | 5x Base Salary |
CFO | | | 3x Base Salary |
COO | | | 3x Base Salary |
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($)(1) | | | Option Awards ($)(2) | | | Non-Equity Incentive Plan Compensation ($)(3) | | | All Other Compensation ($)(4) | | | Total ($) |
Jeffrey S. Olson Chairman and Chief Executive Officer | | | 2020 | | | 1,042,308 | | | 924,000 | | | 4,005,254 | | | — | | | — | | | 177,499 | | | 6,149,061 |
| 2019 | | | 1,000,000 | | | — | | | 2,378,490 | | | 499,997 | | | 915,825 | | | 227,972 | | | 5,022,284 | ||
| 2018 | | | 1,000,000 | | | — | | | 2,259,750 | | | 500,000 | | | 744,565 | | | 158,880 | | | 4,663,195 | ||
Mark J. Langer Executive Vice President and Chief Financial Officer | | | 2020 | | | 599,327 | | | 483,000 | | | 1,070,623 | | | — | | | — | | | 54,787 | | | 2,207,737 |
| 2019 | | | 534,615 | | | — | | | 863,194 | | | 199,998 | | | 467,119 | | | 124,950 | | | 2,189,876 | ||
| 2018 | | | 525,000 | | | — | | | 1,073,122 | | | 200,000 | | | 339,779 | | | 104,088 | | | 2,241,989 | ||
Christopher J. Weilminster Executive Vice President and Chief Operating Officer | | | 2020 | | | 557,692 | | | 480,000 | | | 1,768,762 | | | — | | | — | | | 53,894 | | | 2,860,348 |
| 2019 | | | 500,000 | | | — | | | 2,222,740 | | | — | | | 557,600 | | | 62,264 | | | 3,342,604 | ||
| 2018 | | | 119,589 | | | 1,000,000 | | | 3,699,215 | | | 4,670,000 | | | — | | | 9,088 | | | 9,497,892 | ||
Herbert Eilberg Chief Investment Officer | | | 2020 | | | 364,808 | | | 300,000 | | | 506,029 | | | — | | | 17,125 | | | 1,187,962 | | | |
| 2019 | | | 350,000 | | | — | | | 331,853 | | | — | | | 318,115 | | | 16,750 | | | 1,016,718 | ||
| 2018 | | | 350,000 | | | — | | | 433,757 | | | — | | | 235,611 | | | 16,375 | | | 1,035,743 | ||
Robert C. Milton III Executive Vice President, General Counsel & Secretary | | | 2020 | | | 390,866 | | | 315,000 | | | 301,431 | | | — | | | — | | | 17,225 | | | 1,024,522 |
Donald T. Briggs Former President of Development | | | 2020 | | | 192,308 | | | — | | | 1,563,491 | | | — | | | — | | | 1,643,813 | | | 3,399,612 |
| 2019 | | | 500,000 | | | — | | | 2,222,740 | | | — | | | 557,600 | | | 398,781 | | | 3,679,121 | ||
| 2018 | | | 119,589 | | | 1,000,000 | | | 3,951,440 | | | 4,670,000 | | | — | | | 10,785 | | | 9,751,814 |
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | |||||||||||||||||||||||
Jeffrey S. Olson | 2017 | $ | 1,000,000 | $ | — | $ | 1,927,600 | $ | 499,999 | $ | 800,634 | $ | 154,581 | $ | 4,382,814 | ||||||||||||||||
Chairman and Chief Executive Officer | 2016 | $ | 1,000,000 | $ | — | $ | 500,000 | $ | 500,000 | $ | 900,000 | $ | 152,759 | $ | 3,052,759 | ||||||||||||||||
2015 | $ | 1,000,000 | $ | 500,000 | $ | 5,294,484 | $ | 8,305,784 | $ | — | $ | 151,798 | $ | 15,252,066 | |||||||||||||||||
Mark J. Langer | 2017 | $ | 525,000 | $ | — | $ | 1,120,851 | $ | 199,995 | $ | 342,192 | $ | 108,202 | $ | 2,355,799 | ||||||||||||||||
Executive Vice President and Chief Financial Officer | 2016 | $ | 525,000 | $ | — | $ | 262,500 | $ | 200,000 | $ | 401,543 | $ | 105,917 | $ | 1,494,960 | ||||||||||||||||
2015 | $ | 343,269 | $ | 262,500 | $ | 1,600,748 | $ | 500,000 | $ | — | $ | 138,257 | $ | 2,844,774 | |||||||||||||||||
Robert Minutoli | 2017 | $ | 500,000 | $ | 100,000 | $ | 1,172,083 | $ | — | $ | 684,384 | $ | 69,000 | $ | 2,525,467 | ||||||||||||||||
Executive Vice President and Chief Operating Officer | 2016 | $ | 500,000 | $ | — | $ | 350,000 | $ | — | $ | 781,250 | $ | 66,000 | $ | 1,697,250 | ||||||||||||||||
2015 | $ | 500,000 | $ | 500,000 | $ | 3,079,049 | $ | — | $ | — | $ | 51,116 | $ | 4,130,165 | |||||||||||||||||
Michael Zucker | 2017 | $ | 425,000 | $ | — | 235,375 | $ | 721,418 | $ | — | $ | 268,825 | $ | 34,000 | $ | 1,449,243 | |||||||||||||||
Executive Vice President - Leasing | 2016 | $ | 325,000 | $ | 75,000 | $ | 200,000 | $ | — | $ | 235,372 | $ | 31,500 | $ | 866,872 | ||||||||||||||||
2015 | $ | 325,000 | $ | 200,000 | $ | 427,891 | $ | 49,996 | $ | — | $ | 31,500 | $ | 1,034,387 | |||||||||||||||||
Herbert Eilberg | 2017 | $ | 350,000 | $ | — | $ | 450,015 | $ | — | $ | 241,954 | $ | 16,000 | $ | 1,057,969 | ||||||||||||||||
Chief Investment Officer | 2016 | $ | 350,000 | $ | — | $ | 200,000 | $ | — | $ | 244,508 | $ | 13,500 | $ | 808,008 | ||||||||||||||||
2015 | $ | 228,846 | $ | 200,000 | $ | 648,944 | $ | — | $ | — | $ | 209 | $ | 1,077,999 |
(1) | The amounts listed do not represent the actual amounts paid in cash to or value realized by the NEOs. The valuation is based on the grant date fair value computed in accordance with FASB ASC Topic 718. |
(2) | The amounts listed do not represent the actual amounts paid in cash to or value realized by the NEOs. The valuation |
(3) | The amounts listed in the |
The following table sets forth 2020 other compensation earned by or granted to |
Name | | | Car Allowance/ Use of Car and Driver ($)(a) | | | Commuting Costs ($)(b) | | | Reimbursement for Benefit Expenses Not Covered ($)(c) | | | Matching 401(k) Contribution ($) | | | HSA Contribution ($) | | | Severance Amount ($) | | | Total ($) |
Mr. Olson | | | 157,999 | | | — | | | — | | | 19,500 | | | — | | | — | | | 177,499 |
Mr. Langer | | | 2,792 | | | — | | | 29,995 | | | 19,500 | | | 2,500 | | | — | | | 54,787 |
Mr. Weilminster | | | 18,000 | | | 13,894 | | | — | | | 19,500 | | | 2,500 | | | — | | | 53,894 |
Mr. Briggs | | | 6,923 | | | 1,800 | | | — | | | 19,500 | | | — | | | 1,615,590 | | | 1,643,813 |
Mr. Eilberg | | | — | | | — | | | — | | | 14,625 | | | 2,500 | | | — | | | 17,125 |
Mr. Milton | | | — | | | — | | | — | | | 14,625 | | | 2,600 | | | — | | | 17,225 |
Name | Year | Car Allowance/Use of Car and Driver ($)(1) | Reimbursement for Benefit Expenses Not Covered ($)(2) | Matching 401(k) Contribution ($) | HSA Contribution ($) | Total ($) | ||||||||||||||||
Jeffrey S. Olson | 2017 | $ | 141,081 | $ | — | $ | 13,500 | $ | — | $ | 154,581 | |||||||||||
Mark J. Langer | 2017 | $ | 62,202 | $ | 30,000 | $ | 13,500 | $ | 2,500 | $ | 108,202 | |||||||||||
Robert Minutoli | 2017 | $ | 18,000 | $ | 30,000 | $ | 18,000 | $ | 3,000 | $ | 69,000 | |||||||||||
Michael Zucker | 2017 | $ | 18,000 | $ | — | $ | 13,500 | $ | 2,500 | $ | 34,000 | |||||||||||
Herbert Eilberg | 2017 | $ | — | $ | — | $ | 13,500 | $ | 2,500 | $ | 16,000 |
Mr. Olson was provided with a car and a driver, |
(b) | Represents reimbursement for travel expenses from Mr. Weilminster’s current residence to the Company’s offices in New York and Paramus, New Jersey. |
The figures here represent the sum of the cost of the NEOs reimbursement for medical premiums, supplemental group term life insurance, and supplemental long term disability above and beyond the |
| | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Award(2) | | | All other Stock Awards: Number of Shares of stock or units (#)(3) | | | Grant Date Fair Value of Stock Awards ($)(4) | ||||||||||||||
Name | | | Grant Date | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | |||||
Mr. Olson | | | 2/20/20 | | | | | | | | | | | | | | | 17,524 | | | 305,268 | ||||||
| | 2/20/20 | | | | | | | | | | | | | | | 70,799 | | | 1,233,319 | |||||||
| | 2/20/20 | | | | | | | | | 64,382 | | | 160,954 | | | 265,574 | | | | | 2,466,667 | |||||
| | | | 577,500 | | | 1,155,000 | | | 2,310,000 | | | | | | | | | | | |||||||
Mr. Langer | | | 2/20/20 | | | | | | | | | | | | | | | 9,015 | | | 155,689 | ||||||
| | 2/20/20 | | | | | | | | | | | | | | | 17,659 | | | 304,971 | |||||||
| | 2/20/20 | | | | | | | | | 15,920 | | | 39,800 | | | 65,670 | | | | | 609,963 | |||||
| | | | 301,875 | | | 603,750 | | | 1,056,563 | | | | | | | | | | | |||||||
Mr. Weilminster | | | 2/20/20 | | | | | | | | | | | | | | | 28,951 | | | 499,984 | ||||||
| | 2/20/20 | | | | | | | | | 26,100 | | | 65,251 | | | 107,664 | | | | | 1,000,000 | |||||
| | 5/20/20 | | | | | | | | | | | | | | | (5) | | | 268,778 | |||||||
| | | | 300,000 | | | 600,000 | | | 1,050,000 | | | | | | | | | | | |||||||
Mr. Briggs | | | 2/20/20 | | | | | | | | | | | | | | | 28,951 | | | 499,984 | ||||||
| | 2/20/20 | | | | | | | | | 26,100 | | | 65,251 | | | 107,664 | | | | | 1,000,000 | |||||
| | 5/04/20 | | | | | | | | | | | | | | | (6) | | | 63,507 | |||||||
| | | | 250,000 | | | 500,000 | | | 875,000 | | | | | | | | | | | |||||||
Mr. Eilberg | | | 2/20/20 | | | | | | | | | | | | | | | 7,720 | | | 133,324 | ||||||
| | 2/20/20 | | | | | | | | | | | | | | | 6,140 | | | 106,038 | |||||||
| | 2/20/20 | | | | | | | | | 6,960 | | | 17,399 | | | 28,709 | | | | | 266,667 | |||||
| | | | 183,750 | | | 422,625 | | | 551,250 | | | | | | | | | | | |||||||
| | | | | | | | | | | | | | | | | | ||||||||||
Mr. Milton | | | 2/20/20 | | | | | | | | | | | | | | | 5,792 | | | 100,028 | ||||||
| | 2/20/20 | | | | | | | | | | | | | | | 3,887 | | | 67,128 | |||||||
| | 2/20/20 | | | | | | | | | 3,504 | | | 8,760 | | | 14,454 | | | | | 134,275 | |||||
| | | | 196,875 | | | 393,750 | | | 590,625 | | | | | | | | | | |
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts Under Equity Incentive Plan Award(2) | |||||||||||||||||||||||||||||||
Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All other Stock Awards: Number of Securities of stock or units (#) | All other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | |||||||||||||||||||||
Jeffrey S. Olson | 2/24/17 | 97,656 | $28.36 | $499,999 | ||||||||||||||||||||||||||||
2/24/17 | 31,734 | $899,976 | ||||||||||||||||||||||||||||||
2/24/17 | 15,272 | 45,817 | 76,361 | $1,027,624 | ||||||||||||||||||||||||||||
$ | 500,000 | $ | 1,000,000 | $ | 2,000,000 | |||||||||||||||||||||||||||
Mark J. Langer | 2/24/17 | 39,603 | $28.36 | $199,995 | ||||||||||||||||||||||||||||
2/24/17 | 14,158 | $401,521 | ||||||||||||||||||||||||||||||
2/24/17 | 10,690 | 32,071 | 53,452 | $719,330 | ||||||||||||||||||||||||||||
$ | 262,500 | $ | 525,000 | $ | 918,750 | |||||||||||||||||||||||||||
Robert Minutoli | 2/24/17 | 12,341 | $349,991 | |||||||||||||||||||||||||||||
2/24/17 | 12,217 | 36,653 | 61,088 | $822,092 | ||||||||||||||||||||||||||||
$ | 250,000 | $ | 500,000 | $ | 875,000 | |||||||||||||||||||||||||||
Michael Zucker | 2/24/17 | 10,944 | $310,372 | |||||||||||||||||||||||||||||
2/24/17 | 6,108 | 18,326 | 30,544 | $411,046 | ||||||||||||||||||||||||||||
$ | 212,500 | $ | 425,000 | $ | 637,500 | |||||||||||||||||||||||||||
Herbert Eilberg | 2/24/17 | 8,621 | $244,492 | |||||||||||||||||||||||||||||
2/24/17 | 3,054 | 9,163 | 15,272 | $205,523 | ||||||||||||||||||||||||||||
$ | 175,000 | $ | 402,500 | $ | 525,000 |
(1) | The dollar amounts presented in these columns represent awards at threshold, target and maximum levels under the Original 2020 STI Program, which was subsequently cancelled. The actual award amounts earned under the Revised 2020 STI Program for 2020 are set forth on page 33. See “Results under Revised 2020 STI Program” on page 33 for further information on these awards. |
(2) | The unit amounts presented in these columns represent the performance-based 2020 LTI Awards at threshold, target and maximum levels . See “Long-Term Equity-Based Compensation – 2020 Awards” on page 33 for further information regarding these awards. |
(3) | On February 20, 2020, the Company granted Mr. Olson 17,524 restricted LTIP Unit awards with 1∕4 vesting on each anniversary of the grant date, and Messrs. Eilberg, Langer and Milton 6,140; 9,015; and 5,792, respectively, restricted LTIP Unit awards with 1∕3 vesting on each anniversary of the grant date. The LTIP Units granted to Messrs. Olson, Eilberg and Langer represented the equity component of each of these executive’s short-term incentive compensation award for 2019 that was granted in early 2020. On February 20, 2020, as part of the 2020 LTI Awards, the Company granted Mr. Olson 70,799 time-based LTIP Units with 1∕4 vesting annually on February 20th each year beginning with 2021, and Messrs. Briggs, Eilberg, Langer, Milton and Weilminster 28,951; 7,720; 17,659; 3,887 and 28,951 LTIP Units, respectively, with 1∕3 vesting annually on February 20th each year beginning with 2021. All of these restricted LTIP Units, which are only subject to time -based vesting based on continued employment through a specified date, entitle the holders to receive cash distributions whether or not then vested. |
(4) | The amounts presented in this column represent the full grant date fair value of equity awards (calculated pursuant to FASB ASC Topic 718). |
(5) | Represents incremental fair value of an amendment to existing LTIP Unit awards (calculated pursuant to FASB ASC Topic 718), which are described in “Compensation Discussion and Analysis – Elements of Compensation – Long-Term Equity-Based Compensation – Amendment of LTIP Unit Awards and -LTIP Units.” The amendment related to awards for 211,919 LTIP Units granted to Mr. Weilminster as inducement awards in connection with his hiring in 2018 and as a time-based award in early 2019 pursuant to the terms of his employment agreement. None of the vesting provisions were modified, and the amended LTIP Units are generally subject to a new two-year holding requirement commencing on the date of the amendment. |
(6) | Represents incremental fair value of an amendment to existing LTIP Unit awards (calculated pursuant to FASB ASC Topic 718) that occurred pursuant to the separation agreement entered into with Mr. Briggs in connection with the termination of his employment, which amendment is described in “Compensation Discussion and Analysis – Elements of Compensation – Departure of Mr. Briggs and 2020 Compensation and -LTIP Units.” The amendment related to awards for 223,553 LTIP Units granted to Mr. Briggs as inducement awards in connection with his hiring in 2018 and as a time-based award in early 2019 pursuant to the terms of his employment agreement. |
Stock Awards | |||||
Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | |||
Jeffrey S. Olson | 5,315 | $150,733 | |||
Mark J. Langer | 14,234 | $403,676 | |||
Robert Minutoli | 11,165 | $316,639 | |||
Michael Zucker | 3,516 | $99,714 | |||
Herbert Eilberg | 5,278 | $149,684 |
| | Stock Awards | ||||
Name | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($)(1) |
Mr. Olson | | | 154,505 | | | 2,786,265 |
Mr. Weilminster | | | 35,311 | | | 627,201 |
Mr. Briggs | | | 28,951 | | | 297,472 |
Mr. Langer | | | 55,309 | | | 976,824 |
Mr. Eilberg | | | 4,657 | | | 78,664 |
Mr. Milton | | | 4,584 | | | 77,587 |
(1) | Computed by multiplying the number of shares or LTIP Units that vested by the average of the high and low price of our Common Shares on the date of vesting. A portion of Messrs. Brigg, Eilberg, Langer and Milton’s shares that vested were withheld to satisfy withholding taxes. |
| | Option Awards | | | Stock Awards | |||||||||||||||||||
Name | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested($)(1) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(2) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) |
Mr. Olson | | | 32,133 | | | 96,401(3) | | | 19.53 | | | 2/27/29 | | | | | | | | | ||||
| | 52,300 | | | 52,302(4) | | | 21.64 | | | 2/22/28 | | | | | | | | | |||||
| | 73,242 | | | 24,414(5) | | | 28.36 | | | 2/24/27 | | | | | | | | | |||||
| | 140,056 | | | 0(6) | | | 23.52 | | | 2/7/26 | | | | | | | | | |||||
| | 2,092,137 | | | 0(7) | | | 23.90 | | | 2/17/25 | | | | | | | | | |||||
| | | | | | | | | | 166,097(8) | | | 2,149,295 | | | 269,375(9) | | | 3,485,715 | |||||
Mr. Weilminster | | | | | 1,000,000(10) | | | 21.72 | | | 9/27/28 | | | | | | | | | |||||
| | | | | | | | | | 212,205(8) | | | 2,745,933 | | | 140,021(9) | | | 1,811,874 | |||||
Mr. Langer | | | 17,226 | | | 34,453(3) | | | 19.53 | | | 2/27/29 | | | | | | | | | ||||
| | 28,188 | | | 14,095(4) | | | 21.64 | | | 2/22/28 | | | | | | | | | |||||
| | 39,603 | | | | | | 28.36 | | | 2/24/27 | | | | | | | | | |||||
| | 56,657 | | | | | 23.52 | | | 2/8/26 | | | | | | | | | ||||||
| | 127,551 | | | | | 23.52 | | | 4/20/25 | | | | | | | | | ||||||
| | | | | | | | | | 50,442(8) | | | 652,719 | | | 82,943(9) | | | 1,073,281 | |||||
Mr. Eilberg | | | | | | | | | | | 25,762(8) | | | 333,360 | | | 28,552(9) | | | 369,458 | ||||
Mr. Milton | | | | | | | | | | | 21,118 | | | 273,267 | | | 21,596(9) | | | 279,447 | ||||
Mr. Briggs | | | | | | | | | | | | | | | 27,387(9) | | | 354,388 |
(1) | Value based on number of shares or units multiplied by $12.94, which was the price of Common Shares as of the close of business on December 31, 2020. |
(2) | The awards under the column entitled “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” are awards of LTIP Units that remained subject to performance-based vesting conditions and were granted as 2020 LTI Awards, 2019 LTI Awards and 2018 LTI Awards. These LTIP Units do not have any value unless specified performance criteria are met and specified criteria for converting and/or redeeming the LTIP Units for Common Shares are also met. As of December 31, 2020, these criteria had not been met (as the relevant measurement periods had not yet ended). In accordance with SEC rules, these rewards are reflected in the table in the manner set forth in footnote (9) below. |
(3) | Represents unvested Options, granted on February 27, 2019, scheduled to vest, for Mr. Olson, in equal installments on February 27, 2020, February 27, 2021, February 27, 2022 and February 27, 2023 and, for Mr. Langer, in equal installments on February 27, 2020, February 27, 2021 and February 27, 2022, in each case subject to continued employment through such dates. |
(4) | Represents unvested Options, granted on February 22, 2018, scheduled to vest, for Mr Olson, in equal installments on February 22, 2020, February 22, 2021, and February 22, 2022 and, for Mr. Langer, in equal installments on February 22, 2020 and February 22, 2021, in each case subject to continued employment through such dates. |
(5) | Represents unvested Options, granted on February 24, 2017, scheduled to vest, for Mr. Olson, in equal installments on February 24, 2018 ,February 24, 2019, February 24, 2020 and February 24, 2021. |
(6) | Represents unvested Options, granted on February 8, 2016, scheduled to vest February 8, 2020, subject to continued employment through such date. |
(7) | Represents unvested Options, granted on February 17, 2015, scheduled to vest February 17, 2020, subject to continued employment through such date. |
(8) | The number of shares or units of stock that have not vested include the following: |
| | 2016 Bonus Award(a) | | | 2017 Bonus/ 2018 Make Whole Awards | | | 2018 Inducement Award(d) | | | 2018 Time Based LTI Award(e) | | | 2018 Bonus Award(f) | | | 2019 Time Based LTI Award(g) | | | 2019 Bonus Award(h) | | | 2020 Time- Based LTI Award(i) | | | Total | |
Mr. Olson | | | 7,934 | | | 18,499(b) | | | – | | | 6,743 | | | 19,062 | | | 25,536 | | | 17,524 | | | 70,799 | | | 166,097 |
Mr. Weilminster | | | – | | | 6,071(c) | | | 132,276 | | | 27,528 | | | – | | | 17,379 | | | – | | | 28,951 | | | 212,205 |
Mr. Langer | | | – | | | 6,189(b) | | | – | | | 2,069 | | | 7,732 | | | 7,778 | | | 9,015 | | | 17,659 | | | 50,442 |
Mr. Eilberg | | | – | | | 3,727(b) | | | – | | | 591 | | | 5,362 | | | 2,222 | | | 6,140 | | | 7,720 | | | 25,762 |
Mr. Milton | | | – | | | 3,363(b) | | | | | 591 | | | 5,263 | | | 2,222 | | | 5,792 | | | 3,887 | | | 21,118 |
(a) | Represents unvested Common Shares granted in 2017 as annual bonus for 2016 scheduled to vest on February 24, 2021, subject to continued employment through such date. |
(b) | Represents unvested LTIP Units and Common Shares granted in 2018 as annual bonus for 2017. For Mr. Olson, represents unvested LTIP Units scheduled to vest in equal installments on February 22, 2021 and February 22, 2022, subject to continued employment through such dates. For Messrs. Langer and Eilberg, represents unvested Common Shares scheduled to vest on February 22, 2021, subject to continued employment through such date. |
(c) | Represents unvested LTIP Units granted to Messrs. Weilminster in 2018 in connection with his hiring by the Company that were primarily intended to compensate him for unvested equity awards of his former employer that were forfeited when he joined the Company. These unvested LTIP Units were scheduled to vest on February 6, 2021, subject to his continued employment through such date. |
(d) | Represents unvested LTIP Units granted to Mr. Weilminster in 2018 as inducement awards in connection with his hiring by the Company scheduled to vest in equal installments on September 27, 2021, September 27, 2022 and September 27, 2023, subject to his continued employment through such dates. |
(e) | Represent unvested LTIP Units granted as time-based 2018 LTI Awards or in lieu of such awards for Messrs. Weilminster and Briggs. For Mr. Olson, represents unvested LTIP Units scheduled to vest in equal installments on February 22, 2020, February 22, 2021 and February 22, 2022, subject to continued employment through such dates. For Messrs. Langer and Eilberg, represents unvested LTIP Units scheduled to vest in equal installments on February 22, 2020 and February 22, 2021, subject to continued employment through such dates. For Messrs. Weilminster and Briggs, represents unvested LTIP Units scheduled to vest on February 27, 2020, February 27, 2021 and February 27, 2022, subject to continued employment through such dates. On February 27, 2019, the Company granted LTIP units that vest ratably over four years on February 27, 2020, February 27, 2021, February 27, 2022 and February 27, 2023. |
(f) | Represents unvested LTIP Units granted in 2019 as annual bonus for 2018 scheduled to vest, for Mr. Olson, in equal installments on February 27, 2020, February 27, 2021, February 27, 2022 and February 27, 2023 and, for Messrs. Langer and Eilberg, in equal installments on February 27, 2020, February 27, 2021 and February 27, 2022, in each case, subject to continued employment through such dates. |
(g) | Represent unvested LTIP Units granted as time-based 2019 LTI Awards scheduled to vest, for Mr. Olson, in equal installments on February 27, 2020, February 27, 2021, February 27, 2022 and February 27, 2023 and, for the other NEOs, in equal installments on February 27, 2020, February 27, 2021 and February 27, 2022, in each case subject to continued employment through such dates. |
(h) | Represents unvested LTIP Units granted in 2020 as annual bonus for 2019 scheduled to vest, for Mr. Olson, in equal installments on February 20, 2021, February 20, 2022, February 20, 2023 and February 20, 2024 and, for Messrs. Langer, Eilberg and Milton, in equal installments on February 20, 2021, February 20, 2022 and February 20, 2023, in each case, subject to continued employment through such dates. |
(i) | Represent unvested LTIP Units granted as time-based 2020 LTI Awards scheduled to vest, for Mr. Olson, in equal installments on February 20, 2021, February 20, 2022, February 20, 2023 and February 20, 2024 and, for the other NEOs, in equal installments on February 20, 2021, February 20, 2022 and February 20, 2023, in each case subject to continued employment through such dates. |
(9) | Reflects performance-based LTIP Unit awards that were outstanding and for which the performance period had not ended as of December 31, 2020. If our performance for the three-year measurement period applicable to these LTIP Units continued to be the same as we experienced from the beginning of the applicable three-year measurement period through December 31, 2020, (i) for 2018 LTI Awards, no amounts would have been earned, (ii) for 2019 LTI Awards, no amounts would have been earned under the absolute TSR component and an amount between target and maximum would have been earned under the relative TSR component and (iii) for 2020 LTI Awards, no amounts would have been earned under the absolute TSR component and an amount between threshold and target would have been earned under the relative TSR component. Accordingly, pursuant to SEC rules, the number of units set forth in the table below includes the number of units that would be earned if (i) for 2018 LTI Awards, threshold performance was achieved, (ii) for 2019 LTI Awards, threshold performance was achieved under the absolute TSR component and maximum performance was achieved under the relative TSR component and (iii) for 2020 LTI Awards, threshold performance was achieved under the absolute TSR component and target performance was achieved under the relative TSR component. |
| | 2018 LTI Awards (Performance- Based)(a) | | | 2019 LTI Awards (Performance- Based)(b) | | | 2020 LTI Awards (Performance- Based)(c) | | | Total | |
Mr. Olson | | | 25,517 | | | 114,260 | | | 129,599 | | | 269,375 |
Mr. Weilminster | | | – | | | 87,482 | | | 52,539 | | | 140,021 |
Mr. Briggs | | | – | | | 27,387 | | | – | | | 27,387 |
Mr. Langer | | | 11,741 | | | 39,155 | | | 32,047 | | | 82,943 |
Mr. Eilberg | | | 3,355 | | | 11,187 | | | 14,010 | | | 28,552 |
Mr. Milton | | | 3,355 | | | 11,187 | | | 7,054 | | | 21,596 |
(a) | Represents unearned LTIP Units awarded as performance-based 2018 LTI Awards. These LTIP Units are subject to performance-based vesting based on the achievement of absolute and relative TSR performance criteria over a three-year measurement period ending February 21, 2021. Earned LTIP Units would be subject to vesting based on continued employment, with 50% scheduled to vest on the date performance-based vesting was determined and 25% scheduled to vest on each of February 21, 2022 and February 21, 2023, subject to continued employment through such dates. See “2018 Long-Term Incentive Awards” for more information. |
(b) | Represents unearned LTIP Units awarded as performance-based 2019 LTI Awards. These LTIP Units are subject to performance-based vesting based on the achievement of absolute and relative TSR performance criteria over a three-year measurement period ending February 26, 2022. Earned LTIP Units would be subject to vesting based on continued employment, with 50% scheduled to vest on the date performance-based vesting was determined and 25% scheduled to vest on each of February 27, 2023 and February 27, 2024, subject to continued employment through such dates. See “2019 Long-Term Incentive Awards” for more information. |
(c) | Represents unearned LTIP Units awarded as performance-based 2020 LTI Awards. These LTIP Units are subject to performance-based vesting based on the achievement of absolute and relative TSR performance criteria over a three-year measurement period ending February 20, 2023. Earned LTIP Units would be subject to vesting based on continued employment, with 50% scheduled to vest on the date performance-based vesting was determined and 25% scheduled to vest on each of February 20, 2024 and February 20, 2025, subject to continued employment through such dates. See “2020 Long-Term Incentive Awards” for more information. |
(10) | Represents unvested Options, granted on September 27, 2018, scheduled to vest in equal installments on September 27, 2021, September 27, 2022 and September 27, 2023, subject to continued employment. |
Name | | | Salary and Cash Bonus (Multiple) | | | Salary and Cash Bonus | | | Health Benefits | | | Vesting of Equity Awards(1) | | | Total |
Termination by Urban Edge Properties Without Cause or by the Executive for Good Reason | |||||||||||||||
Mr. Olson | | | 2x | | | $5,334,000 | | | $94,005 | | | $2,038,862 | | | $7,466,867 |
Mr. Weilminster | | | 1.5x | | | 2,280,000 | | | 28,139 | | | 2,746,153 | | | 5,054,292 |
Mr. Langer | | | 1.5x | | | 2,294,250 | | | 28,139 | | | 652,719 | | | 2,975,108 |
Mr. Eilberg | | | n/a | | | — | | | — | | | — | | | — |
Mr. Milton | | | n/a | | | — | | | — | | | — | | | — |
Death(2) | |||||||||||||||
Mr. Olson | | | n/a | | | — | | | — | | | 2,038,862 | | | 2,038,862 |
Mr. Weilminster | | | n/a | | | — | | | — | | | 2,746,153 | | | 2,746,153 |
Mr. Langer | | | n/a | | | — | | | — | | | 652,719 | | | 652,719 |
Mr. Eilberg | | | n/a | | | — | | | — | | | 333,360 | | | 333,360 |
Mr. Milton | | | n/a | | | — | | | — | | | 273,267 | | | 273,267 |
Change in Control without Termination(3) | |||||||||||||||
Mr. Olson | | | n/a | | | — | | | — | | | 546,477 | | | 546,477 |
Mr. Weilminster | | | n/a | | | — | | | — | | | 368,726 | | | 368,726 |
Mr. Langer | | | n/a | | | — | | | — | | | 174,112 | | | 174,112 |
Mr. Eilberg | | | n/a | | | — | | | — | | | 54,906 | | | 54,906 |
Mr. Milton | | | n/a | | | — | | | — | | | 47,504 | | | 47,504 |
Termination Following Change in Control(3) | |||||||||||||||
Mr. Olson | | | 3x | | | 7,770,000 | | | 94,005 | | | 3,131,817 | | | 10,995,822 |
Mr. Weilminster | | | 2.5x | | | 3,600,000 | | | 56,278 | | | 3,470,483 | | | 7,126,761 |
Mr. Langer | | | 2.5x | | | 3,622,500 | | | 56,278 | | | 1,000,944 | | | 4,679,722 |
Mr. Eilberg | | | 1x | | | 790,125 | | | — | | | 443,172 | | | 1,233,297 |
Mr. Milton | | | 2x | | | 1,574,000 | | | — | | | 368,275 | | | 1,942,475 |
Name | Salary and Cash Bonus (Multiple) | Salary and Cash Bonus | Health Benefits | Vesting of Equity Awards (1) | Total | |||||||||||||
Termination by Urban Edge Properties Without Cause or by the Executive for Good Reason | ||||||||||||||||||
Jeffrey S. Olson | 2x | $ | 5,601,268 | $ | 90,129 | $ | 5,834,251 | $ | 11,525,648 | |||||||||
Mark J. Langer | 1.5x | $ | 2,378,502 | $ | 27,883 | $ | 2,046,394 | $ | 4,452,779 | |||||||||
Robert Minutoli | n/a | $ | — | $ | — | $ | 868,325 | $ | 868,325 | |||||||||
Michael Zucker | n/a | $ | — | $ | — | $ | 434,163 | $ | 434,163 | |||||||||
Herbert Eilberg | n/a | $ | — | $ | — | $ | 217,081 | $ | 217,081 | |||||||||
Death or Disability (2) | ||||||||||||||||||
Jeffrey S. Olson | n/a | $ | — | $ | — | $ | 5,991,066 | $ | 5,991,066 | |||||||||
Mark J. Langer | n/a | $ | — | $ | — | $ | 2,156,163 | $ | 2,156,163 | |||||||||
Robert Minutoli | n/a | $ | — | $ | — | $ | 1,878,100 | $ | 1,878,100 | |||||||||
Michael Zucker | n/a | $ | — | $ | — | $ | 942,440 | $ | 942,440 | |||||||||
Herbert Eilberg | n/a | $ | — | $ | — | $ | 777,481 | $ | 777,481 | |||||||||
Change in Control without Termination (3) | ||||||||||||||||||
Jeffrey S. Olson | n/a | $ | — | $ | — | $ | 834,463 | $ | 834,463 | |||||||||
Mark J. Langer | n/a | $ | — | $ | — | $ | 584,124 | $ | 584,124 | |||||||||
Robert Minutoli | n/a | $ | — | $ | — | $ | 667,570 | $ | 667,570 | |||||||||
Michael Zucker | n/a | $ | — | $ | — | $ | 333,785 | $ | 333,785 | |||||||||
Herbert Eilberg | n/a | $ | — | $ | — | $ | 166,892 | $ | 166,892 | |||||||||
Termination Following Change in Control (3) | ||||||||||||||||||
Jeffrey S. Olson | 3x | $ | 7,601,268 | $ | 90,129 | $ | 6,417,771 | $ | 14,109,168 | |||||||||
Mark J. Langer | 2.5x | $ | 3,428,502 | $ | 55,766 | $ | 2,454,857 | $ | 5,939,125 | |||||||||
Robert Minutoli | 2.5x | $ | 3,184,384 | $ | — | $ | 2,219,464 | $ | 5,403,848 | |||||||||
Michael Zucker | n/a | $ | — | $ | — | $ | 1,113,122 | $ | 1,113,122 | |||||||||
Herbert Eilberg | 1x | $ | 752,500 | $ | — | $ | 698,063 | $ | 1,450,563 |
(1) | LTIP Units and Common Shares that would have vested are valued based on the closing price of the Common Shares on the last business day of 2020, December 31, 2020, which was of $12.94. The value of the options to purchase Common Shares is calculated as the difference between the closing price of the Common Shares on December 31, 2020 and the exercise price of the options. No amounts were included for the performance-based 2018 LTI Awards, the performance-based 2019 LTI Awards or the performance-based 2020 LTI Awards under “Termination by Urban Edge Properties Without Cause or by the Executive for Good Reason” or “Qualifying Death or Disability” as the earning of any such awards would remain subject to the achievement of the performance-based vesting hurdles through the end of the applicable three-year measurement period. Amounts under “Change in Control” for the performance-based 2018 LTI Awards, the performance-based 2019 LTI Awards and the performance-based 2019 LTI Awards reflect the amount that would vest upon the change in control (i.e., 50% of the amount earned based on achievement of the performance-based vesting conditions) and does not include the portion of the award that would remain subject to vesting based on continued employment. |
(2) | In the event of a disability of December 31, 2020, Mr. Weilminster would receive accelerated vesting of his restricted LTIP Units that were granted to him on September 27, 2018 that are subject to vesting based solely on continued employment, and none of the other NEOs would receive accelerated vesting. |
(3) | In the event that any payments and benefits to be paid or provided to Messrs. Olson, Weilminster or Langer would be subject to “parachute payment” excise taxes under the Internal Revenue Code of 1986, as amended, such NEO’s payments and benefits will be reduced to the extent necessary to avoid such excise taxes, but only if such a reduction of pay or benefits would result in a greater after-tax benefit to such NEO. |
| | Amy B. Lane (Chair) | |
| | Michael A. Gould | |
| | Kevin O’Shea |
THE BOARD OF TRUSTEES RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT. |
Year Ended December 31, 2017 | |||||||
(in thousands) | (per share) (2) | ||||||
Net (loss) income | $ | 72,938 | $ | 0.62 | |||
Less (net income) attributable to noncontrolling interests in: | |||||||
Operating partnership | (5,824 | ) | (0.05 | ) | |||
Consolidated subsidiaries | (44 | ) | — | ||||
Net (loss) income attributable to common shareholders | 67,070 | 0.57 | |||||
Adjustments: | |||||||
Rental property depreciation and amortization | 81,401 | 0.68 | |||||
Real estate impairment loss | 3,467 | 0.03 | |||||
Limited partnership interests in operating partnership | 5,824 | 0.05 | |||||
FFO applicable to diluted common shareholders(1) | 157,762 | 1.33 | |||||
Loss on extinguishment of debt | 35,336 | 0.30 | |||||
Casualty loss | 6,092 | 0.05 | |||||
Construction settlement due to tenant | 902 | 0.01 | |||||
Transaction costs | 278 | — | |||||
Gain on sale of land | (202 | ) | — | ||||
Tenant bankruptcy settlement income | (655 | ) | (0.01 | ) | |||
Income tax benefit from hurricane losses | (1,767 | ) | (0.01 | ) | |||
Income from acquired leasehold interest | (39,215 | ) | (0.33 | ) | |||
FFO as Adjusted applicable to diluted common shareholders(1) | $ | 158,531 | $ | 1.34 | |||
Weighted average diluted common shares - FFO(1) | 118,390 |
Twelve Months Ended December 31, | ||||||||
(Amounts in thousands) | 2017 | 2016 | ||||||
Net (loss) income | $ | 72,938 | $ | 96,630 | ||||
Add: income tax (benefit) expense | (278 | ) | 804 | |||||
Interest income | (2,248 | ) | (679 | ) | ||||
Gain on sale of real estate | (202 | ) | (15,618 | ) | ||||
Interest and debt expense | 56,218 | 51,881 | ||||||
Loss on extinguishment of debt | 35,336 | — | ||||||
Management and development fee income from non-owned properties | (1,535 | ) | (1,759 | ) | ||||
Other income | (235 | ) | (121 | ) | ||||
Depreciation and amortization | 82,281 | 56,145 | ||||||
Casualty and impairment loss | 7,382 | — | ||||||
General and administrative expense | 30,413 | 27,438 | ||||||
Transaction costs | 278 | 1,405 | ||||||
Less: non-cash revenue and expenses | (47,161 | ) | (6,465 | ) | ||||
Cash NOI | 233,187 | 209,661 | ||||||
Adjustments | ||||||||
Non-same property cash NOI | (46,766 | ) | (28,164 | ) | ||||
Hurricane relates operating loss | 1,267 | — | ||||||
Construction settlement due to tenant | 902 | — | ||||||
Tenant bankruptcy settlement income | (975 | ) | (2,378 | ) | ||||
Same-property cash NOI | 187,615 | 179,119 | ||||||
Adjustments: | ||||||||
Cash NOI related to properties being redeveloped | 25,304 | 22,846 | ||||||
Same-property cash NOI including properties in redevelopment | $ | 212,919 | $ | 201,965 |
Twelve Months Ended December 31, | ||||||||
(Amounts in thousands) | 2017 | 2016 | ||||||
Net (loss) income | $ | 72,938 | $ | 96,630 | ||||
Depreciation and amortization | 82,281 | 46,145 | ||||||
Interest and debt expense | 56,218 | 51,881 | ||||||
Income tax (benefit) expense | (278 | ) | 804 | |||||
EBITDA | 21,159 | 205,460 | ||||||
Adjustments for Adjusted EBITDA: | ||||||||
Casualty loss | 6,092 | — | ||||||
Construction settlement due to tenant | 902 | — | ||||||
Real estate impairment loss | 3,467 | — | ||||||
Transaction costs | 278 | 1,405 | ||||||
Loss on extinguishment of debt | 35,336 | — | ||||||
Tenant bankruptcy settlement income | (655 | ) | (2,378 | ) | ||||
Gain on sale of real estate | (202 | ) | (15,618 | ) | ||||
Income from acquired leasehold interest | (39,215 | ) | — | |||||
Adjusted EBITDA | $ | 217,162 | 188,869 |
| | By Order of
60 |